CWPA Bylaws -important upcoming vote about a change

As our organization and its activities continue to grow, the CWPA leadership has realized that we need to make some changes in the legal status of the Council of Writing Program Administrators. To continue this process, CWPA membership must approval the formation of a new organization (Council of Writing Program Administrators, Inc.), and new CWPA bylaws. Please click "read more" to continue reading and see the document attached to this message.

Currently, we are a tax-exempt organization, a structure that enabled us to apply for and receive tax exempt status in the 1970s. Rather than continue to grow in this loose category of "organization," CWPA must become a non-profit corporation. This legal status is more clearly defined and provides protection for the organization and its members in clearer ways than our current status does. To this end, CWPA hired an attorney with the firm of Butzel Long PLC last July to work on the non-profit incorporation transition.

Incorporation does require certain formalities in how we do business, but our attorneys have done what makes sense to fit our processes into the new bylaws. However, there are some technicalities to which we must attend. The new "Bylaws" will replace our current "Constitution." We will be able to prepare new "Procedures" that replace our current "Bylaws." Then, we will transfer everything from the old organization (CWPA) to the new one (CWPA, Inc.)

To begin this process:

1. Beginning today and until December 3, 2010, CWPA members can review this document and send any questions to CWPA President Linda Adler-Kassner at adler-kassner@writing.ucsb.edu.

2. On December 3, 2010 CWPA Secretary Keith Rhodes will distribute, via email, voting tokens to all CWPA members. If your membership is current at the time that voting tokens are distributed and you do not receive a voting token,
contact CWPA Secretary Keith Rhodes at rhodeki@gvsu.edu. You also should check your spam folder -- campus e-mail systems have been known to send them to spam folders.

Votes must be cast by December 17 ; once the votes are tallied, I will notify the membership of the result.

Sincerely,
Linda Adler-Kassner CWPA President


 

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Comments

I'm sympathetic, of course, to changing the organization to fit current times and needs, and obviously the officers and board have thought much more thoroughly than I have about the draft new bylaws that we're being asked to approve.

I did have questions about some elements of the new bylaws.  I'll raise one here.  The new bylaws state that (and forgive the long cut and paste):

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"An annual meeting of the members is held to review the business of CWPA. Any substantive organizational matter that will be discussed at the annual meeting will be described in a mailing, electronic mailing or posted to the CWPA website. All votes affecting substantive organizational matters to be considered at a time other than the annual meeting will be voted on a special meeting of the members called by the Executive Board. Alternatively, the Executive Board may take the vote of the members by mail or electronic mail ballot of all members of CWPA.

"Section 1. Membership. Any member of a college or university faculty or any individual interested in teaching, service, and scholarship in the field of rhetoric and composition, especially with a focus on program administration, may join CWPA by paying membership dues which are set by the Executive Board.

"Section 2. Voting. Every non-institutional member has a full right to vote on any matter brought before the membership. Motions are passed by a majority vote of those present to vote."

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Am I right to read this as saying that this means there will be a formal business meeting open to all members (probably at the annual conference) and that votes on any actions taken at this meeting will bind WPA to action--within its constitution and bylaws, of course?  If so, I have concerns.  On the one hand, this is democratic.  But there is no stipulation about what constitutes a quorum, which means that a very few members, none of them elected, can pretty radically steer the organization into actions, independent of the elected leadership.  At the very least, I'd prefer something like what happens in at least one other organization, where matters adopted at a similar business meeting are then referred to the officers and elected leadership for consideration or implementation.  Perhaps I'm missing something, but there seem to be real dangers in direct democracy at this level without some checks and balances--including some statement of what constitutes a quorum.  And what is the relationship between actions taken at this "annual meeting of the members" and actions taken by the Executive Board and officers.  Thanks for any clarification!  --Doug
 

I do want to acknowledge that Article 3, Section 3, on petitions from the membership, does require motions brought from the membership to be submitted well in advance and to be approved only by the vote, by ballot, of all members within two months of the annual meeting.  So, there are some checks and balances, and presumably a renegade faction (calling on WPA, for example, to mandate memorizing usage rules and a loyalty oath to Warriners for all members) would have a hard time ramming something through.  I remain a little confused still about the nature of the annual meeting of members and of the motions brought to it (by whom, of what kind) and of their status when passed.  --Doug

Thanks for this question, as well, Doug, and for the careful reading of the proposed bylaws. As a corporation, we have to have an annual meeting of some kind. The annual meeting provision also has been in all CWPA documents (the very old constitution that was revised two years ago, and the revised constitution approved by membership at that time). Fortunately, the methods we had already adopted in our recent update of the Constitution meet our needs pretty well.

Our lawyers have blended the portions of our recently updated constitution with the legal requirements. Their version retains all our controls to ensure that meaningful votes will go to the whole membership, but retains the flexibility for the Board to decide to use the annual meeting for a vote in case of an emergency. That flexibility creates some of the confusion, but in truth it's unlikely that we will  have any membership votes other than online or by mailed ballot. We have at least tried very hard to prevent renegade votes - by either membership or the Board. The method that is clear and that works is the method we plan to use - petition followed by online vote by all the members. The lack of a hard quorum is replaced by the more flexible concept of enabling full participation - making it possible for us to pass useful measures about which voters are simply apathetic and don't show up/vote.

I'm reading the bylaws now--thanks for the nudge, Keith--but I can tell exactly what's changing. One change appears to be an annual meeting. I'm assuming this is at the summer conference? When? But then there are two other ways of creating policy: is that right?

It says: (sorry, but Drupal won't let me format :(--

        All votes affecting substantive organizational matters to be considered at a time other than the annual meeting will be voted on by a special meeting of the members called by the Executive Board. Alternatively, the Executive Board may take the vote of the members by mail or electronic mail ballot of all members of CWPA.

So this means, in the first line, that a special meeting can be called: what would that look like? There would be a meeting at MLA? At CCCC? At the organization's home, which changes from time to time?

I'm not sure that this second provision is needed. Aren't the regular meeting and the ballot enough? What am I missing?

Thanks for the question, Kathi. The key word here is "Alternatively." The possibility of special meeting is a baseline legal requirement; on the other hand, a vote can be taken by email ballot. This doesn't imply that a face-to-face special meeting is the first approach, just that it is listed first. We (the Bylaws revision committee, chaired by Keith Rhodes) worked really closely with our attorney to ensure that we could take into consideration CWPA's current ways of operating, as well as leaving possibilities for future ways of operating that we don't know and can't even yet anticipate... this provision was written with all of that in mind.

In addition, Special elections will all be subject to the right of all members to vote, in Art III, Section 2. That is, whatever method we use could potentially be challenged if the ability to vote is too closely restricted.

Here (see below?) is a change, at least in practice. In the past, if someone couldn't fulfill his/her term, and that's happened, the Executive Board was consulted, at least. Voting to approve would be better. Yes?

 

If an Executive Board Member is unable to complete an elected term, the President shall appoint a replacement from among the members of the CWPA to complete the term.

This provision is exactly the same as in the new Constitution that we passed last winter. In these Bylaws, we tried to stay as close to the existing rules in the current Consitution as we could. The previous "Bylaws" from before last winter had no mention at all of replacement, and the earlier "Constitution" had not specified any clear method for it. It makes sense that the President would consult with others, and in practice always has; the current provision has the virtue of establishing a certain method so that it is clear a replacement member has authority to act. It doesn't really change anything else - and again, that change was made almost a year ago.

We could change again, but we can also do that by Board vote to establish new Procedures. That is, the Board can always decide to bind officers with further procedures. We just can't expand authority beyond the scope of the Bylaws.